FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            REPORT OF FOREIGN ISSUER

                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934

                         For the Month of February 2003


                        CORDIANT COMMUNICATIONS GROUP PLC
                -----------------------------------------------
                 (Translation of registrant's name into English)

                           121-141 Westbourne Terrace
                                  London W2 6JR
                                     England
                -----------------------------------------------
                    (Address of principal executive offices)



Indicate by check mark whether the registrant  files or will file annual reports
under cover Form 20-F or Form 40-F.

                           Form 20-F   X     Form 40-F
                                      ---               ---

Indicate by check mark whether the  registrant  by  furnishing  the  information
contained  in this  Form is  also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                           Yes                No   X
                               ---                ---

If "Yes" is marked, indicate below the File Number assigned to the registrant in
connection with Rule 12g3-2(b): _________.

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FORWARD LOOKING AND CAUTIONARY STATEMENTS

          This report contains certain "forward looking  statements"  within the
meaning of the Private Securities Litigation Reform Act of 1995. Generally,  the
words "believe," "may," "will," "estimate," "continue,"  "anticipate," "intend,"
"expect"  and similar  expressions  identify  forward  looking  statements.  The
Registrant  has based these forward  looking  statements  largely on its current
expectations and projections  about future events and financial trends affecting
its business.  These forward looking statements  include statements  relating to
trends in the advertising and marketing  services  industry,  particularly  with
respect to  anticipated  advertising  expenditures  in the  world's  advertising
markets.  Actual  advertising   expenditures  may  differ  materially  from  the
estimates contained therein depending on, among other things, regional, national
and international political and economic conditions,  technological changes, the
availability of media and regulatory regimes in the world's advertising markets.
Additionally,  this  report  contains a number of "forward  looking  statements"
relating to the Registrant's performance.  The Registrant's actual results could
differ  materially  from those  anticipated,  depending  on, among other things,
gains to or losses  from its client  base,  the amount of revenue  derived  from
clients,  the  Registrant's  exposure to changes in the exchange  rates of major
currencies  against the pound  sterling  (because a  substantial  portion of its
revenues  are derived and costs  incurred  outside of the United  Kingdom),  the
general level of advertising  expenditures in the Registrant's  markets referred
to above and the overall level of economic  activity in the  Registrant's  major
markets as discussed above.  The  Registrant's  ability to reduce its fixed cost
base in the short term is limited and therefore its trading  performance  can be
significantly affected by variations in the level of its revenues.


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                                   SIGNATURES

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                   CORDIANT COMMUNICATIONS GROUP PLC
                                   (Registrant)


                                        By:     /s/  Michael Bungey
                                           -------------------------------------
                                        Title:  Director and Chief Executive
                                                Officer

Date:  February 20, 2003

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                                                                       Exhibit 1


                        CORDIANT COMMUNICATIONS GROUP PLC
                                  ("Cordiant")

- 2002 performance in line with market expectations
- Cost  savings  of  (Pound  Sterling)45m  exceed  previous  estimate  of (Pound
  Sterling)27m
- Focus on core Bates Group businesses, representing 85% of Group revenues
- Disposal of non-core businesses: considerable expressions of interest
- Disposals to achieve significant debt reduction; renegotiating covenants

In line with the  strategic  decision  to focus its  business on the Bates Group
announced with the Group's interim results last September, the Board of Cordiant
announces  the  proposed  disposal  of certain  non-core  businesses  which will
strengthen the Group's balance sheet. These disposals will focus the Bates Group
into a single,  integrated communications offering comprising Bates Advertising,
marketing  services network 141,  branding and design group Fitch and specialist
network Healthworld.

2002 PERFORMANCE

The Board also confirms that the Group's headline  unaudited  operating  results
for the  year  ended 31  December  2002 are in line  with  market  expectations.
Operating profits for the year ended 31 December 2002, before  exceptional items
and goodwill amortisation,  are expected to be (Pound Sterling)37m.  This result
was  achieved   despite  revenues   significantly   reduced  by  11%  to  (Pound
Sterling)533m,  due to the continuance of extremely  difficult market conditions
and key account  losses in the US. The Group's  operating  margin  improved from
6.0% in 2001 to 6.9% in 2002 as a result of strong cost control, particularly in
the second half.

This  aggressive  cost  containment  was  central to the  Group's  restructuring
strategy  announced in September  that has now been  completed.  The annual cost
savings achieved of over (Pound  Sterling)45m  significantly  exceed the initial
estimate of (Pound Sterling)27m, and position the Group well for the future. The
cost  saving   initiative  has  resulted  in  a  larger  than  anticipated  2002
exceptional charge, now expected to be approximately (Pound Sterling)45m.  These
charges are fully covered by the Group's current financial arrangements.

A full review of the carrying  value of goodwill is currently  being  undertaken
and the Board anticipates that an exceptional non-cash charge for the impairment
of goodwill in the region of (Pound  Sterling)155m  will be included in the 2002
accounts.  Gross  borrowings  for the  Group at 31  December  2002  were  (Pound
Sterling)249m   and  average   gross   borrowings   for  the  year  were  (Pound
Sterling)220m.  Average net borrowings  for the year were (Pound  Sterling)172m.
The Group operated  within the terms of its financial  covenants with respect to
the year ended 31 December 2002.

DISPOSALS

With its cost restructuring satisfactorily completed, the Group is now embarking
on a programme


<PAGE>

of disposals of certain  non-core  businesses  both to enhance the operations of
its core  business and to  strengthen  its balance  sheet.  The core Bates Group
businesses,  which account for  approximately  85% of total revenues,  performed
solidly in 2002 versus the prior year and, despite difficult market  conditions,
enjoyed their best new business gains for over two years in the final quarter of
2002.

The businesses being considered for disposal by the Group, assuming satisfactory
terms can be agreed,  are its 77% stake in Scholz & Friends,  Financial Dynamics
International and, in line with other global marketing  communications groups, a
majority interest in the Group's  Australian  operations.  The Group has already
received  significant  interest in all of these  assets.  Therefore the Board is
confident that  transactions can be completed that will be in the best interests
of shareholders, clients and staff. The Board will also consider the exercise of
its option to sell its 25% stake in the Zenith Optimedia Group in January 2004.

BORROWINGS

These proposed  disposals will strengthen the Group's balance sheet considerably
by  reducing  the Group's  debt.  The terms  agreed  with the Group's  principal
lenders early in 2002 included progressively more demanding financial covenants,
in  anticipation  of the then widely  predicted  recovery in the advertising and
marketing services sector.  Accordingly,  in the light of the continuing adverse
market  conditions,  and  bearing  in mind the  effect of the  planned  disposal
programme,  Cordiant has commenced the renegotiation of certain of its financial
covenants  (but not the total  amount  of its  facilities)  from 31 March  2003.
Although at an early stage,  the Board  expects that these  discussions  will be
concluded on a satisfactory basis.

David Hearn, Chief Executive of Cordiant said:
'Market conditions remain depressed and we see little prospect of revenue growth
this year. We've aggressively driven costs down by a further (Pound Sterling)45m
into 2003 and are now focussing the Group on its core strengths.  This will also
rebuild our balance  sheet.  We are  creating a leaner,  stronger  Group  better
placed to win revenue in the future'.

20 February 2003

ENQUIRIES:

Cordiant
Tel: +44 (0)20 7262 4343
David Hearn, Chief Executive
Andy Boland, Finance Director

College Hill
Tel: +44 (0)20 7457 2020
Alex Sandberg
Adrian Duffield